1 │ SCOPE
The General terms and Conditions of Sale presented herein (hereafter known as «GCS») apply to any service delivery between ADACCESS (hereafter the «Provider ») and its clients, whatever are the terms mentioned on client’s documents, in particular its General Conditions of Purchase (hereafter «GCP»).
In accordance with applicable laws and regulations, the Provider maintains the right to derogate to any clause, depending on terms negotiated with the Client through Special Sale Conditions (hereafter «SSC»).
2 │ ORDERS
Sale of services is taken as granted once the quote is explicitly accepted in writing by the Client (Client Purchase Order) and the payment of the advance is made when appropriate (cf. art. 2.3 hereafter). The quote is valid for 30 days once sent to Client.
2-2. Order modification
As far as possible for the Provider, potential modifications required by the Client will be taken into account only if notified in writing, at least 5 (five) days before the delivery of the service, and after the Client signed another specific purchase order (and possible adjustment of the tariff).
2-3. Advances and penalties
An advance of 50% is required if the amount of the order placed is between 5.000 and 10.000 euros (without VAT).
An advance of 30% is required if the amount of the order placed is over 10.000 euros (without VAT).
The order is confirmed once the payment of the advance is received.
If the Client cancels the order after the Provider accepted it, for any reason aside from force majeure, the deposit paid shall belong to the Provider by right without refund to the Client.
3 │ TARIFFS
Services are provided in accordance with the tariffs applicable the day the order is placed.
Tariffs do not include taxes.
The Provider issues an invoice and sends it to the Client after each service.
4 │ TERMS OF PAYMENT
4-1. Settlement period
The whole amount is due at the latest the day of the delivery of the service ordered, in accordance with the terms defined in the article 6 «Services supplying modality» hereafter, and as indicated on the invoice. Advances are paid at the order and the balance of the invoice is due at 30 days end of month.
For invoices below 5.000 euros without taxes, payment is due with order.
4.1.1 – Advance
An advance of 50% (fifty percent) of the total amount ordered may be requested if the order is between 5.000 and 10.000 euros without taxes and 30% (thirty percent) for orders above 10.000 euros without taxes, in accordance to the article 2-3 «Advances and penalties». The balance invoice is payable at 30 days end of month, in accordance with the article 6 « Services supplying modality » hereafter.
4.1.2 – Discount exclusion
The Provider makes no discount for cash payment or for a payment before the due date.
4-2. Late payment penalties
In case payment after the due date, the invoice will automatically increase of 3% (three percent) per day on the total amount of the invoice. No formalities or formal notices are needed.
In case of non-fulfilment of the above payment terms, the Provider reserves the right to suspend or cancel a service ordered by the Client. He also reserves the right to suspend performance of its obligations and to decrease or cancel the potential discounts granted to the Client.
5 │ RECOVERY – FLAT-RATE ALLOWANCES
In accordance with articles L441-6 and D. 441-5 of the commercial code, any delay in the payment automatically implies, in addition to the late payment penalties, the obligation for the debtor to pay a flat-rate allowance of 40€ for recovery fees.
6 │ SERVICES SUPPLYING MODALITY
Services are provided by ADACCESS sis Technoparc, Espace Cristal – 22 rue Gustave Eiffel – Poissy (78300) – France.
In case of specific request from the Client regarding the services supplying conditions, if accepted in writing by the Provider and if the quote is accepted by the Client, the costs will be invoiced in a specific additional invoice.
7 │ DELIVERY
The delivery may be done:
• Directly handed to the Client;
• By email;
• By mail where indicated by the Client.
The delivery time indicated on the order is provided for information purposes only, there is no guarantee.
Therefore, any reasonable delay in delivering the products shall not entitle the Client to damages nor shall it entitle it to cancel the order.
The Provider bears the whole transportation risk.
In case goods are missing or deteriorated during transportation, the Client is in charge of expressing its reservations on the delivery note. These reservations will also have to be confirmed by writing within 5 (five) days after the delivery, by registered letter with acknowledgement of receipt.
8 │ PROVIDER’S LIABILITY – GUARANTEE
In accordance with legal provisions, the Provider ensures the Client for non-conforming services or latent defect from a conception defect or failed performance of the provided services and that would render it unfit for the use. Unless legal requirements prevent this, negligence or fault from the Client within 7 (seven) days following the delivery are excluded.
In order to assert its rights, the Client will have to inform the Provider by writing that there is a defect within 24 (twenty-four) hours once it is discovered. Otherwise the Client will not be in a position to take any action.
The Provider will rectify or will make rectify, at its own expense, defective services.
The Provider’s guarantee is limited to the amount without taxes paid by the Client for the service.
9 │ INTELLECTUAL PROPERTY RIGHT – COPYRIGHT
The Provider remains the sole owner of all copyrights, intellectual and industrial property rights on the studies, designs, drawings, prototype, data, etc. made in order to provide the service to the Client. Any duplication or use of the aforementioned services is forbidden without the writing express prior authorization of the Provider that may make it conditional upon a financial compensation.
Unless otherwise agreed, the Client allows the Provider to use for communication purpose its brand, logo, other industrial and intellectual name as well as any feature allowing identification by name of the Client.
10 │ ATTRIBUTION OF AREAS F JURISDICTION
10-1. Legislative authority
By express agreement between the parties, herein GCS as well as resulting sales and purchase transactions are governed by French law.
They are drawn up in French. If translated into other languages, only the French text shall prevail in case of litigation.
10-2. Jurisdiction authority
In order to resolve together any dispute that would occur during the performance of this contract, the parties agree to meet within 8 (eight) days after the occurrence of the event on the initiative of the more diligent party.
After 15 (fifteen) days, if the parties still do not agree, for any dispute concerning this contract the Tribunal de Versailles (78 – France) will have jurisdiction.
11 │ CLIENT AGREEMENT
The present terms and conditions are expressly agreed and accepted by the client who declares and acknowledges complete awareness and thus renounce the right to make any form of claim based on any other document, notably their own GCP.